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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 


[X] ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 
FOR THE
FISCAL YEAR ENDED MARCH 31, 2024
OR
 


[   ] TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For the transition period from to
COMMISSION FILE NUMBER: 000-55769
 
AIS HOLDINGS GROUP, INC.
(Exact name of registrant as specified in its charter)
 


 
Delaware
36-4877329
 

 
(State or other jurisdiction
of incorporation or organization)
(I.R.S.
    Employer Identification No.)
 

 
 
 
 

 
2-41-7-336, Shinsakae
Naka-ku Nagoya-shi, Aichi, Japan
 460-0007
 

 
 (Address
    of Principal Executive Offices)
(Zip
    Code)
 

 
Securities to be registered under Section 12(b) of
the Act: None 
Securities to be registered under Section 12(g) of
the Exchange Act: 
 


 
Title
    of each class
 
Name of each exchange on which
registered
 

 
Common
    Stock, $0.0001
 
None,
    however quoted by the OTC Markets Group under the ticker “AIDG”
 

 

  
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
 
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
 
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
[X] Yes [ ] No
 
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
[X] Yes [ ] No
 
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
[ ]
 
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
 


Large
    accelerated filer  ☐
 
Accelerated
    filer  ☐
 
Non-accelerated
    filer  ☒

Smaller
    reporting company  ☒
 
Emerging
    growth company  ☒
 
 

 
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [  ]
 
Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act).
[  ] Yes [X] No
 
As of September 30, 2024, the last business day of the Registrant’s
second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting
that any person whose shares are not included in such calculation is an affiliate) was approximately $0.
 
As of July 5, 2024, there were 20,000,000 shares of the Registrant’s
common stock, par value $0.0001 per share, issued and outstanding.
 

  
TABLE OF CONTENTS
AIS HOLDINGS
GROUP, INC.
 


PART
    I
 
 
PAGE

 
Cautionary Note Concerning Forward-Looking Statements
 
 

Item 1
Business
 
1

Item 1A
Risk Factors
 
4

Item 1B
Unresolved Staff Comments
 
4

Item 2
Properties
 
4

Item 3
Legal Proceedings
 
4

Item 4
Mine Safety Disclosures
 
4

 
 
 
 

PART
    II
 
 
 

Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
4

Item 6
Selected Financial Data
 
5

Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
5

Item 7A
Quantitative and Qualitative Disclosures about Market Risk
 
5

Item 8
Financial Statements and Supplementary Data
 
F1-F9

Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
6

Item 9A
Controls and Procedures
 
6

Item 9B
Other Information
 
6

 
 
 
 

PART
    III
 
 
 

Item 10
Directors, Executive Officers and Corporate Governance
 
7

Item 11
Executive Compensation
 
8

Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
9

Item 13
Certain Relationships and Related Transactions, and Director Independence
 
9

Item 14
Principal Accounting Fees and Services
 
9

 
 
 
 

PART
    IV
 
 
 

Item 15
Exhibits, Financial Statement Schedules
 
10

 
Signatures
 
10

 

 
Cautionary Note Concerning Forward-Looking
Statements
 
Certain statements and information in this Annual
Report on Form 10-K for the year ended March 31, 2024 (the “Annual Report”) may constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may
occur in the future, including such things as future capital expenditures, commencement of business operations, business strategy, and
other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such
as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These
forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties,
many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could
cause actual future results to differ materially from those expressed in the forward-looking statements. In light of these risks and
uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by us will be realized. We undertake no obligation to update or revise any of the
forward-looking statements contained herein. 
 

Table of Contents
PART I
 
Item 1. Business.
 
Corporate History
 
The Company was originally incorporated with the
name Superb Acquisition, Inc., under the laws of the State of Delaware on January 30, 2017, with an objective to acquire, or merge with,
an operating business. On June 18, 2017, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the previous sole shareholder
of Superb Acquisition, Inc. entered into and consummated a Share Purchase Agreement (the “Agreement”) with Takehiro Abe.,
with an address at 2-41-7-336, Shinsakae, Naka-ku Nagoya-shi, Aichi, 460-0007, Japan. Pursuant to the Agreement, Mr. DeNunzio transferred
to Takehiro Abe 20,000,000 shares of our common stock, which represented all of our issued and outstanding shares in consideration of
$34,900.
 
In regards to the above transaction, the shares were
sold pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S") since the sale of common stock was
made to a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed
selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting
on behalf of any of the foregoing.
 
Following the closing of the share purchase transaction,
Takehiro Abe gained a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder of
the Company.
 
On June 18, 2017, Mr. Thomas DeNunzio resigned as
our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer, such resignation of which is to
be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act
of 1934, as amended. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies
or practices.
 
On June 18, 2017, Mr. Takehiro Abe was appointed
as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer, to hold such office ten days after
the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
 
On June 20, 2017, the Company filed with the
Delaware Secretary of State, a Certificate of Amendment to change the name of Registrant to AIS Holdings Group, Inc. On October 25,
2017, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Takehiro Abe. Pursuant
to this Agreement, on October 25, 2017 Takehiro Abe transferred to AIS Holdings Group, Inc., 100 shares of the common stock of AIS
Japan Co., Ltd., a Japan corporation (“AIS Japan”), which represents all of its issued and outstanding shares, in
consideration of 1,000,000 JPY.
 
Following the effective date of the share purchase
transaction above on October 25, 2017, AIS Holdings Group, Inc. gained a 100% interest in the issued and outstanding shares of AIS Japan’s
common stock and AIS Japan became a wholly owned subsidiary of the Company. The Company is now the controlling and sole shareholder of
AIS Japan.
 
On February 28, 2018, AIS Japan purchased software
for a cryptocurrency trading platform (“Software Platform Package”) from GL Co., Ltd. in the amount of 2,000,000 JPY (approximately
$18,000). AIS Japan intends to provide IT development services pertaining to the Software Platform Package to companies focused on the
digital currency industry throughout Japan.
 
On April 1, 2018, the Company entered into an agreement
with Trend Rich Global Limited to lease the Company’s Software System package. The Software System Package is source code that
can be expanded upon to create custom websites for clients in the digital currency industry.
 
On August 16, 2018, AIS Japan Co., Ltd., our wholly
owned subsidiary, entered into a Software Development Agreement (the “Agreement”) with GL Co., Ltd., whereas GL Co., Ltd.
will improve upon the Company’s existing Software Platform Package which is owned by AIS Japan. The fee to further develop the
software is in the amount of 5,000,000 JPY (approximately $45,000).
 
In September, 2019, Takehiro Abe, our controlling
shareholder, entered into stock purchase agreements with 34 shareholders. Pursuant to these agreements, Takehiro Abe sold a total of
1,800,000 shares of common stock to these individuals and received $54,000 as aggregate consideration. Each shareholder paid $0.03 USD
per share. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on July 15, 2019
at 4 pm EST.
 
On March 6, 2020, the agreement between the Company
and GL Co., Ltd. was deemed to have been completed. GL Co., Ltd. successfully improved the software system’s administration system,
as well as user system, in ways which were deemed to be acceptable and complete by the Company, and the ongoing services of GL Co., Ltd.
were deemed to no longer be required.
 
On April 1, 2020, the Company and Trend Rich Global
Limited mutually agreed to alter the monthly fees charged to Trend Rich Global Limited by the Company. All material components of the
initial agreement entered into on April 1, 2018 remained unaltered, but the monthly basic fee was reduced from $8,000 to $3,600. The
agreement remains active.
 
On August 1, 2022, the Company and Trend Rich Global
Limited mutually agreed to alter the monthly fees charged to Trend Rich Global Limited by the Company. All material components of the
initial agreement entered into on April 1, 2018 remained unaltered, but the monthly basic fee was reduced from $3,600 to $2,000.
 
On February 1, 2024, The Company has ended its relationship/
terminated its agreement with Trend Rich Global Limited.
 
Overview
 
We are a start-up stage company with a fiscal year
end of March 31. Effective February 28, 2018, our wholly owned subsidiary, which we operate exclusively through at this time, AIS Japan,
purchased a "Software Platform Package," from GL Co., Ltd. in the amount of 2,000,000 JPY (approximately $18,000).
 
The "Software Platform Package" is source
code, intended to be used as a baseline which can be expanded upon to create third party websites for companies in the cryptocurrency
industry. The Company currently, and intends to continue to, lease out the source code, known as the "Software Platform Package",
to third parties. Additionally, we offer supplementary IT services to alter the source code in order to add additional features, at the
request of clients, for additional fees which may vary depending on the scope of the changes.
 
Source code is the set of instructions and statements
written by a programmer using a computer programming language. This code is later translated into machine language by a compiler. The
translated code is referred to as object code.
 
References to our “source code” throughout
are synonymous with our “Software Platform Package”, “Software System Package” and “Cryptocurrency Trading
Platform”. They are all one in the same.
 
- 1- 

Table of Contents
 
Primary Business Activity
 
Our principal business activity revolves around the
development and licensing of our Software Platform Package. Given that it is possible to customize the Software Platform Package to the
specifications set by our potential customers, we will detail herein the base model (without customization) that exemplifies the standard
website one can create through the use of our Software Platform Package. On their created website clients will be greeted with a variety
of features and functions that are relevant to the current digital currency market. While we have several features implemented at present,
it is important to note that our software is still in ongoing development and certain features may change and/or be removed entirely
if necessary.
 
Our pricing policies are not fixed at this time,
as we evaluate pricing on a case-by-case basis. At present, our Software Platform Package allows for users of our clients’ websites
to create their own log in information and customizable profile that displays their full name and username. On their profile they are
able to view user agreements such as the terms and conditions of use and for added security they will be able to opt into two factor
authentication. The security feature utilizes the Google authenticator for android and iOS, and users are able to opt in and out of this
additional security verification.
 
Note: “Coins” refer to digital
tokens, also referred to herein as “cryptocurrency”. These items have no physical tangible value. A cryptocurrency wallet
is a software program that stores private and public keys and interacts with various blockchain to enable users to send and receive digital
currency and monitor their balance. If you want to use Bitcoin or any other cryptocurrency, you will need to have a digital wallet. A
blockchain is a digitized, decentralized, public ledger of all cryptocurrency transactions. ICO is synonymous with Initial Coin
Offering.
 
For each client website created with our Software
Platform Package there are three main components: A cryptocurrency wallet, a cryptocurrency exchange, and an ICO tab to view current
ICOs. The cryptocurrency wallet will enable users to deposit and withdraw digital coins, as well as view their current cryptocurrency
balance at any time. Additionally, users will be able to send coins to others, view current news, announcements and ongoing ICOs.
 
In the cryptocurrency exchange tab of websites created
with our Software Platform Package, users are, and will be, able to view live updated exchange rates for various cryptocurrencies, place
both buy and sell orders for various cryptocurrencies (at present this is limited to ETH and BTC, but we have intentions to add additional
cryptocurrencies over time) and view their open orders. Users have the ability to view their order list where they can see the amount
of cryptocurrencies exchanged, whether it was bought or sold, and at what value. In this same section of the website users are able to
make deposits into their account, look at a live trade view complete with transaction history, as well as their trade history.
 
On the ICO tab of websites created with the Software
Platform Package users are able to view a list of ongoing ICOs. However, in no way will the Company be acting as a conduit, or a broker
to sell any digital coins of any party.
 
As our software further develops, we may increase
the number of features available to users, remove certain features, or alter their functionality in material ways. As such, all of the
aforementioned features of the Software Platform Package should be viewed in light of the fact that development is ongoing. During the
March 31, 2024 fiscal year end, there was no change to the menu or functions of the Software Platform Package.
 
Rules and Regulations - Japan
 
The following are rules and regulations in Japan
regarding cryptocurrency, that we believe may, in some capacity, impact our business. It should be noted that we believe our current
and planned business operations and services do not conflict with the rules or regulations in Japan, and the Company does not need any
governmental approval to conduct its business activities, due to the fact that the Company’s business is limited to IT development
and IT consulting services. Our clients will need to comply with any and all government regulations pertaining to businesses in
the cryptocurrency industry. In accordance with the Payment Services Act, amended on May 17, 2018, specifically Article 63-2 “No
person may engage in the Virtual Currency Exchange Service unless the person is registered with the Prime Minister.” Additionally,
Articles 63-3 and 63-4 in the Payment Services Act detail the procedures that must be followed to apply for registration with the prime
minister and to register as a virtual currency provider. In accordance with the Amended Payment Services Act, the cryptocurrency exchange
service is defined as follows:
 
(i)　purchase and sale of a cryptocurrency
or exchange with another cryptocurrency;
(ii)　intermediary, brokerage or agency
services for the act set forth in the preceding item; and
(iii)　management of users' money
or cryptocurrency, carried out by persons in connection with their acts set forth in the preceding two items.
 
While these regulations do not specifically pertain
to our business, as we do not operate a cryptocurrency exchange, we believe that such regulations will be relevant for our current and
future clients. Should regulations evolve and become more burdensome or costly, it is possible that the cryptocurrency industry overall
will suffer, and as such our own business, which caters to this industry, will also be negatively impacted in as of yet unforeseen ways.
 
In October 2018, Japan’s Financial Services
Agency (“FSA”) granted the cryptocurrency industry self-regulatory status, permitting the Japan Virtual Currency Exchange
Association (“JVCEA”) to police and sanction exchanges for any violations.　The FSA approval gives the JVCEA rights
to set rules to safeguard customer assets, prevent money laundering, and provide operational guidelines. The JVCEA will also be responsible
for policing compliance with all imposed regulations. The JVCEA describes its duties as
inspecting the security of crypto exchanges in Japan, as well other specific tasks like assessing tokens issued in an ICO. The Company
believes that there is no direct impact on our business by this self-regulatory status because the Company does not intend
to operate any exchange and issue any token. However, if the guidelines and regulations imposed by the JVCEA prove to be too burdensome
for many potential market entrants to comply with, then the number of our potential clients will most likely decrease accordingly.  
 
- 2- 

Table of Contents
 
Consultation Services
 
At present, our Chief Executive Officer, Takehiro
Abe, intends to offer consulting services to clients who are seeking to better understand, or improve the effectiveness of, their ICOs.
Mr. Abe has experience assisting with the creation of ICOs, such as for the cryptocurrency called the FTV Token created on Ethereum,
and intends to advise clients based on his own first-hand experiences in the industry. As part of his role as an IT consultant to the
Company that conducted the ICO for the FTV Token, Mr. Abe was responsible for the creation of the ERC20 (a technical standard used for
smart contracts to implement tokens on Ethereum), providing support for the creation of the coin’s white paper, and assisting with
the development of an the ICO. At present, the ICO of FTV Token has concluded. Additionally, Mr. Abe also has supported the creation
of a smart contract on Ethereum for KeyToken, a cryptocurrency.  
 
Mr. Abe was also subcontracted to advise the creators
of MIKS Coin and APC Token about the ICO process. Mr. Abe has no ongoing relationship with either MIKS Coin and APC Token, and subsequent
to answering any and all of the creators’ questions, he no longer provides any services to them and does not have any knowledge
of the current status of their ICOs. 
 
Mr. Abe primarily assisted both the Key Token and
FTV Token during preparation for their ICOs by defining user requirements, providing oversight of engineering, and progress management.
Mr. Abe hopes that through his industry experience he will be able to assist companies seeking to conduct their own ICO. At the present
time, no pricing policies have been set regarding his consulting services, nor has he determined the extent to which he intends to consult
clients. However, we believe that this service will vary on a case-by-case basis per the specific needs of each client. To reiterate
again, however, the Company and Mr. Abe will not be acting as a conduit, or a broker to sell any digital coins of any party and the Company
will not be operating any kind of cryptocurrency exchange, nor is Mr. Abe conducting any ICOs.
 
Software (Website) Creation
 
As mentioned previously, we have a "Software
Platform Package" which is source code intended to be used as a baseline, which can be expanded upon, to create third party websites
for companies in the cryptocurrency industry. To create these websites, for third parties using our Software Platform package, and to
add additional elements not included in our existing software platform package, we intend to hire third party contractors to perform
these IT services. We will vet out such contractors on a case-by-case basis.
 
Cyber Security 
 
Our "Software Platform Package" is source
code intended to be used as a baseline, which can be expanded upon, to create third party websites for companies in the cryptocurrency
industry.
 
Third party websites created with our source code
are not hosted on any servers owned by our Company. We do not host any website content, nor do we own any website servers. Clients will,
and currently do, utilize their own discretion as to what service provider(s) will host their websites. As a result, any security measures
are, in our opinion, the responsibility of our clients. We currently require existing clients, and will continue to require future clients,
to sign a release of liability regarding any security breaches of client websites utilizing our source code. Our source code does have
built in features to minimize the possibility of hacking, but we do not make any assurances or guarantees that such measures will be
sufficient for our clients’ websites. These security features include, but are not limited to, providing users the ability to login
with two factor authentication to reduce the chance of a breach of a user’s account password or info. The security feature utilizes
the Google authenticator for android and iOS, and users are able to opt in and out of this additional security verification. Clients
may add additional security measures to their own websites as seen fit and at their own discretion. 
 
Regarding delivery of our Software Platform Package,
we provide the source code to clients via a media disk whereas the source code can be copied onto the client computer. We believe this
is more secure than email or comparable methods.
 
Custody
 
Our source code is not protected by any trademarks,
patents, or provisions. However, we have clients who lease our source code sign a waiver stating they will not sell, share, or redistribute
the source code “Software Platform Package” we provide them to create their own third-party websites.
 
Our clients’ websites, including those developed
using our Software System Platform (source code), are owned entirely by the client(s).
 
Marketing Plan
 
Our marketing plan, at present, is not yet complete
and is still being researched and developed. At present, our Company has been marketed solely through direct sales efforts by our Chief
Executive Officer. These efforts have been constrained to marketing directly to the personal and professional acquaintances of our Chief
Executive Officer.
 
We have as of yet undeveloped plans to further market
our Software Platform Package online via social media and other relevant industry related websites and message boards. At present we
do not have specific plans for the implementation of our marketing plan, the extent to which we will require capital for our marketing
efforts, or when we will commence with the implementation of our pending marketing plan. There has been no progress on the development
of our marketing plan during the fiscal year ended March 31, 2024.
 
Future Plans
 
Our future plans, at present, are constrained to
finalizing the details of our services and our Software System Package. We intend to develop pricing policies and strategies for the
implementation of all the services we have detailed herein including the lease of our Software Platform Package. However, we do not have
a specific timeline in place for how long it will take us to finalize such plans. Subsequent to finalizing our services, and our pricing,
we will begin exploring methods through which we can begin to effectively market our services and our Software Platform Package. We also
intend to hire additional employees, but we have no plans in place regarding the criteria for future staff members at this point in time.
Our efforts to finalize a marketing plan and begin to hire additional employees will be an ongoing process.
 
Properties
 
Our principal executive offices are located at 2-41-7-336,
Shinsakae, Naka-ku Nagoya-shi, Aichi, 460-0007, Japan. This property is rented by our Chief Executive Officer and is provided to the
Company free of charge.
 
Employees
 
Currently, we have a total of one full time employee
and, through our subsidiary AIS Japan Co., LTD, one part time employee. Our full-time employee is our Chief Executive Officer Mr. Takehiro
Abe. He currently, and intends to continue to, devote 40 hours per week to the Company. Our part time employee works on an hourly basis
without benefits. We have tentative plans to hire additional employees on a need be basis that is currently unidentified.
 
- 3- 

Table of Contents
 
Item 1A. Risk Factors.
 
As a smaller reporting company, as defined in Rule
12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
 
Item 1B. Unresolved Staff Comments.
 
None.
 
Item 2. Properties.
 
Our principal executive offices are located at 2-41-7-336,
Shinsakae, Naka-ku Nagoya-shi, Aichi, 460-0007, Japan. This property is rented by our Chief Executive Officer and is provided to the
Company free of charge. We do not currently own any properties and believe that, at present, our office space, is adequate to sustain
our current level of operations.
 
Item 3. Legal Proceedings.
 
From time to time, we may become party to litigation
or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal
proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results
of operations.
 
Item 4. Mine Safety Disclosures.
 
Not applicable.
 
PART II
 
Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Market Information
 
Our common stock is currently quoted on the OTC MarketPlace
under the ticker symbol AIDG. The Company does not have an established market price per share for its common stock.
 
Holders
 
As of July 5, 2024, we have 35 shareholders of record
of our common stock and 20,000,000 shares of common stock issued and outstanding.
 
Dividends and Share Repurchases
 
We have not paid any dividends to our shareholder.
There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.
 
Issuer Purchases of Equity Securities
 
None.
 
Equity Compensation Plan Information
 
Not applicable.
 
Recent Sales of Unregistered Securities; Uses
of Proceeds from Registered Securities
 
Not applicable.
 
- 4- 

Table of Contents
 
Item 6. Selected Financial Data.
 
As a “smaller reporting company”, we
are not required to provide the information required by this Item.
 
Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
 
Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”
“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor
provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and
future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes,
availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should
also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
 
Liquidity and Capital Resources 
 
Our cash balance is $1,165 as of March 31, 2024.
Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize
funds from Takehiro Abe, our sole Director who has informally agreed to advance funds to allow us to pay for operating fees, and professional
fees. Takehiro Abe, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order
to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, we
have very limited operating history. After a twelve-month period, we may need additional financing but currently do not have any arrangements
for such financing.
 
As of March 31, 2024, the Company has $102,209 due
to the related party, Mr. Takehiro Abe, our sole officer and director and this is unsecured, due on demand and non-interest bearing.
The purpose of this loan was the payment of the operating expenses.
 
We are a start-up company and have generated nominal
revenue for the year ended March 31, 2024. We have to generate sufficient revenues to cover our costs and expenses as the first priority.
If we cannot generate sufficient revenues, long term financing will be required to fully implement our business plan. If we need additional
cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.
 
Net Loss
 
We recorded a net loss of $50,975 for the year ended
March 31, 2024 as opposed to a net loss of $12,993 for the year ended March 31, 2023. This is attributable to a decrease in revenues
for the year ended March 31, 2024 when compared to the year ended March 31, 2023.
 
Going Concern 
 
For the year ended March 31, 2024, the Company has
generated minimal income from operations, which raises substantial doubt about the Company’s ability to continue as a going concern.
The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in
cash until a more stable source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means
of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing, or if the revenue or financing
it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or
seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing
stockholders. These conditions and uncertainties raise substantial doubt as to the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.
 
As a “smaller reporting company”, we
are not required to provide the information required by this Item.
 
- 5- 

Table of Contents
 
Item 8. Financial Statements and Supplementary
Data.
 
AIS
HOLDINGS GROUP, INC.
FINANCIAL STATEMENTS
 
INDEX TO FINANCIAL
STATEMENTS
 


 
 
Pages

 
 
 

Report
    of Independent Registered Public Accounting Firm (Firm ID: 2738)
 
F2

 
 
 

Consolidated
    Balance Sheets
 
F3

 
 
 

Consolidated
    Statements of Operations and Comprehensive Loss
 
F4

 
 
 

 Consolidated
    Statements of Shareholders’ Deficit
 
F5

 
 
 

 Consolidated
    Statements of Cash Flows
 
F6

 
 
 

Notes
    to Consolidated Financial Statements
 
F7-F9

 
- F1- 

Table of Contents
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
To the Board of Directors and Shareholders
AIS Holdings Group, Inc.
 
Opinion on the Financial Statements
 
We have audited the accompanying consolidated balance
sheets of AIS Holdings Group, Inc. (the Company) as of March 31, 2024 and 2023, and the related consolidated statements of operations
and comprehensive loss, shareholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2024,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023 and the results
of its operations and its cash flows for each of the years in the two-year period ended March 31, 2024, in conformity with accounting
principles generally accepted in the United States of America.
 
Going Concern
 
The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements,
the company has suffered a net loss from operations and has a capital deficiency, which raises substantial doubt about its ability to
continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis for Opinion
 
These consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to
obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide
a reasonable basis for our opinion.
 
Critical Audit Matter
 
The critical audit matter
communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which
it relates.
 
Going Concern
 
As discussed in Note 3 to
the consolidated financial statements, the Company has a going concern due to a negative working capital and losses from operations which
raises substantial doubt about its ability to continue as a going concern.

 
Auditing management’s evaluation of a going
concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which
are difficult to substantiate.
 
To evaluate the appropriateness of the going concern,
we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s
disclosure on going concern.
 
/s/ M&K CPAS, PLLC
 
We have served as the Company’s auditor since 2017.
Houston, TX
July 5, 2024  
 
- F2-

Table of Contents
 
AIS HOLDINGS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
 


 
 
 
As
    of
 
As
    of

 
 
 
March
    31, 2024
 
March
    31, 2023








 
 
 
 
 
 

ASSETS
　
　
　
　

Current
    Assets
 
 
 
 

 
Cash
    and cash equivalents 
$
                            1,165

$
                            2,977


 
Accounts
    receivable, trade
 
                                   -

 
                            2,000


 
Prepaid
    expenses
　
                               100

　
                               975


 
 
 
　
 
　

TOTAL
    CURRENT ASSETS
　
                            1,265

　
                            5,952


 
 
 
 
 
 

LIABILITIES
    AND SHAREHOLDERS' DEFICIT
　
　
　
　

Current
    Liabilities
 
 
 
 

 
Due
    to related party
$
                        102,209

$
                          75,576


 
Accrued
    expenses
 
                                 25

 
                                   -


 
　
　
　
　
　

TOTAL
    CURRENT LIABILITIES
 
                        102,234

 
                          75,576


 
　
　
　
　
　

Shareholders'
    Deficit
 
 
 
 

 
Preferred
    stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of as of March 31, 2024 and 2023)
　
                                   -

　
                                   -


 
Common
    stock ($0.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of March 31, 2024 and
    2023)
 
                            2,000

 
2,000

 
Additional
    paid-in capital
　
                          58,383

　
47,530

 
Accumulated
    deficit
 
                      (181,235)
 
                      (130,261)

 
Accumulated
    other comprehensive income
　
                          19,883

　
                          11,107


 
 
 
　
 
　

TOTAL
    SHAREHOLDERS' DEFICIT
　
                      (100,969)
　
                        (69,624)

 
 
 
 
 
 

TOTAL
    LIABILITIES AND SHAREHOLDERS' DEFICIT
$
                            1,265

$
                            5,952


 
The accompanying
notes are an integral part of these audited consolidated financial statements.
 
- F3- 

Table of Contents
 
AIS HOLDINGS GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
 


 
 
 
Year
    Ended
 
Year
    Ended

 
 
 
March
    31, 2024
 
March
    31, 2023

 
 
 
 
 
 

Revenues
$
                     20,000

$
                     53,283


 
 
 
 
 
 

OPERATING
    EXPENSE
　
　
　
　

 
General
    and administrative expenses
 
                     60,122

 
                     60,962


 
　
　
　
　
　

Total
    Operating Expenses
 
                     60,122

 
                     60,962


 
　
　
　
　
　

Other
    Income (Expense)
 
 
 
 

 
Interest
    expenses
　
                    (10,853)
　
                      (5,314)

 

 
 
 
 

NET
    LOSS
$
                    (50,974)
$
                    (12,993)

 
 
 
 
 
 

OTHER
    COMPREHENSIVE LOSS





 
Foreign
    currency translation adjustment
 
                       8,776

 
                       5,153


 
　
　
　
　
　

TOTAL
    COMPREHENSIVE LOSS
$
                    (42,199)
$
                      (7,840)

 
　
　
　
　
　

BASIC
    AND DILUTED NET LOSS PER COMMON SHARE
$
                        (0.00)
$
                        (0.00)

 
　
　
　
　
　

WEIGHTED
    AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED
 
              20,000,000

 
              20,000,000


 
The accompanying notes
are an integral part of these audited consolidated financial statements.
 
- F4- 

Table of Contents
 
AIS HOLDINGS
GROUP, INC.
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS' DEFICIT 
 


 
 
 
 
 
 
 
ACCUMULATED
    
 
 
 
 

 
 
 
 
 
ADDITIONAL
 
OTHER
 
 
 
 

 
COMMON
    STOCK
 
PAID
    IN
 
COMPREHENSIVE
 
ACCUMULATED
 
TOTAL

 
NUMBER
　
AMOUNT
 
CAPITAL
 
INCOME
    (LOSS)
 
DEFICIT
 
DEFICIT

 
　
　
　
 
　
 
　
 
　
 
　

Balance
    - March 31, 2022
     20,000,000
    
$
              2,000

$
                42,230

$
                         5,954

$
             (117,268)
$
               (67,084)

Imputed
    interests
                      -
    
 
                      -

 
                  5,300

 
                                 -

 
                          -

 
                  5,300


Net
    loss
                      -
    
　
                      -

　
                          -

　
                                 -

　
               (12,993)
　
               (12,993)

Foreign
    currency translation
                      -
    
 
                      -

 
                          -

 
                         5,153

 
                          -

 
                  5,153


　
　
　
　
　
　
　
　
　
　
　
　

Balance
    - March 31, 2023
     20,000,000
    
$
              2,000

$
                47,530

$
                       11,107

$
             (130,261)
$
               (69,624)

　
　
　
　
　
　
　
　
　
　
　
　

Imputed
    interests
                      -
    
 
                      -

 
                10,853

 
                                 -

 
                          -

 
                10,853


Net
    loss
                      -
    
　
                      -

　
                          -

　
                                 -

　
               (50,974)
　
               (50,974)

Foreign
    currency translation
                      -
    
 
                      -

 
                          -

 
                         8,776

 
                          -

 
                  8,776


　
　
　
　
　
　
　
　
　
　
　
　

Balance
    - March 31, 2024
     20,000,000

$
              2,000

$
                58,383

$
                       19,883

$
             (181,235)
$
             (100,969 )

 
The accompanying notes are an integral part of these audited consolidated financial statements.
 
 -
F5 -

Table of Contents
 
 AIS
HOLDINGS GROUP, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
 


 
 
 
Year
    Ended
 
Year
    Ended

 
 
 
March
    31, 2024
 
March
    31, 2023

 
 
 
 
 
 

CASH
    FLOWS FROM OPERATING ACTIVITIES
　
　
　
　

 
Net
    loss
$
                      (50,975)
$
                      (12,993)

 
Adjustments
    to reconcile net loss to net cash used in operating activities:
　
　
　
　

 
Imputed
    interest
 
                        10,853

 
                          5,300


 
Changes
    in operating assets and liabilities:
　
　
　
　

 
Accounts
    receivable
 
                          2,000

 
                          1,600


 
Prepaid
    expenses
　
                             875

　
                           (800)

 
Accrued
    receipts
 
                                 -

 
                      (40,747)

 
Net
    cash used in operating activities
　
                      (37,221)
　
                      (47,640)

 
 
 
 
 
 

CASH
    FLOWS FROM FINANCING ACTIVITIES
　
　
　
　

 
Proceeds
    from due to related party
 
                        35,564

 
                          9,931


 
Net
    cash provided by financing activities
　
                        35,564

　
                          9,931


 
 
 
 
 
 

Net
    effect of exchange rate changes on cash
　
                           (155)
　
                        (4,621)

 
 
 
　
 
　

Net
    Change in Cash and Cash Equivalents
$
                        (1,812)
$
                      (42,330)

Cash
    and cash equivalents - beginning of period
 
                          2,977

 
                        45,307


Cash
    and cash equivalents - end of period
$
                          1,165

$
                          2,977


 
 
 
 
 
 

SUPPLEMENTAL
    DISCLOSURES OF CASH FLOW INFORMATION
　
　
　
　

Interest
    paid
$
                                 -

$
                                 -


Income
    taxes paid
　
                                 -

　
                                 -


 
The
accompanying notes are an integral part of these audited consolidated financial statements.
 
- F6 -

Table of Contents
 AIS
HOLDINGS group, INC. 
NOTES TO FINANCIAL STATEMENTS
MARCH 31,
2024 AND 2023
 
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
 
AIS Holdings Group, Inc., a Delaware corporation
(“the Company”) was incorporated under the laws of the State of Delaware on January 30, 2017 with the name Superb Acquisition,
Inc. On September 20, 2017, we changed our name to AIS Holdings Group, Inc.
 
On April 1, 2018, the Company entered into an agreement
with Trend Rich Global Limited to lease the Company’s Software System package. The Software System Package is source code that
can be expanded upon to create custom websites for clients in the digital currency industry.
 
On August 1, 2022, the Company and Trend Rich Global
Limited mutually agreed to alter the monthly fees charged to Trend Rich Global Limited by the Company. All material components of the
initial agreement entered into on April 1, 2018 remained unaltered, but the monthly basic fee was reduced from $3,600 to $2,000.
 
On February 1, 2024, The Company has ended its transaction
with Trend Rich Global Limited.
 
Our principal executive offices are located at 2-41-7-336,
Shinsakae Naka-ku Nagoya-shi, Aichi, 460-0007, Japan.
 
The Company has elected March 31st as its fiscal
year end.
  
NOTE 2
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidations
 
The consolidated financial statements include the
accounts of the Company and AIS Japan Co., Ltd., a Japan corporation. All significant intercompany accounts and transactions have been
eliminated.
 
Basis of Presentation
 
This summary of significant accounting policies is
presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles,
generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
 
Use of Estimates
 
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make
the financial statements not misleading have been included. Actual results could differ from those estimates.
 
Related Party Transaction 
 
A related party is generally defined as (i) any person
that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone
that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly
influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there
is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary
course of business.
 
Transactions involving related parties cannot be
presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist.
Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated
on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments
with an original maturity of three months or less when purchased to be cash equivalents.
 
- F7 -

Table of Contents
 
Property, Plant and Equipment
 
Property, plant and equipment are stated at cost
less depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable costs
of bringing the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line
method over the shorter of the estimated useful life of the respective assets as follows: computer software developed or acquired for
internal use, 2 to 5 years; computer equipment, 2 to 5 years; buildings and improvements, 5 to 15 years; leasehold improvements, 2 to
10 years; and furniture and equipment, 1 to 5 years.
 
Significant improvements are capitalized when it
is probable that the expenditure resulted in an increase in the future economic benefits expected to be obtained from the use of the
asset beyond its originally assessed standard of performance. When improvements are made to real property and those improvements are
permanently affixed to the property, the title to those improvements automatically transfers to the owner of the property. The lessee’s
interest in the improvements is not a direct ownership interest but rather it is an intangible right to use and benefit from the improvements
during the term of the lease. The Company uses the straight-line method over the shorter of the estimated useful life of the asset or
the lease term.
 
In accordance with ASC Topic 360, the Company reviews
long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not
be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash
flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s
estimated fair value and its book value. For the period ended For the period ended March 31, 2024 and 2023 the Company did not record
any impairment charges on long-lived assets.
 
Routine repairs and maintenance are expensed when
incurred. Gains and losses on disposal of fixed assets are recognized in the income statement based on the net disposal proceeds less
the carrying amount of the assets.
 
Revenue Recognition 
 
The Company recognizes revenue by applying the following
steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 - Revenue from contracts with Customers: (1)
identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price;
(4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation
is satisfied.
  
Accounts Receivable and Allowance
 
Accounts receivable are recognized and carried at
the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of
the full amount is no longer probable. Bad debts are written off against the allowance when identified.
 
Foreign Currency Translation 
 
The Company maintains its books and record in its
local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment
in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the
functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in
currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the
balance sheet dates. The resulting exchange differences are recorded in the statements of operations. 
 
The reporting currency of the Company is the United
States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with
ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is
not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates
prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains
and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive
income within the statements of shareholders’ equity.
 
Translation of amounts from the local currency of
the Company into US$1 has been made at the following exchange rates:
 


 
March
    31, 2024
March
    31, 2023

Current JPY: US$1 exchange rate
151.31
132.79

Average JPY: US$1 exchange rate
144.58
135.47

 
Comprehensive Income or Loss
 
ASC Topic 220, “Comprehensive Income”,
establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive
income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as
presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses
on foreign currency translation.
 
Income Taxes
 
The Company accounts for income taxes under ASC 740,
“Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation
allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through
future operations. No deferred tax assets or liabilities were recognized at March 31, 2024 and 2023.
 
Basic Earnings (Loss) Per Share
 
The Company computes basic and diluted earnings (loss)
per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share
reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity
awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
 
The Company does not have any potentially dilutive
instruments as of March 31, 2024 and 2023 and, thus, anti-dilution issues are not applicable.
 
Fair Value of Financial Instruments
 
The Company’s balance sheet includes certain
financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively
short period of time between the origination of these instruments and their expected realization.
 
ASC 820, Fair Value Measurements and Disclosures,
defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant
assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists
of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
 
- Level 1 - Unadjusted quoted prices in active markets
that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs
other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally
from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the
fair value measurement and unobservable. 
 
Fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as of March 31, 2024. The respective carrying value of certain
on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial
instruments include accrued expenses.
 
Recently Issued Accounting Pronouncements
 
The Company has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that
have been issued that might have a material impact on its financial position or results of operations.
 
- F8 -

Table of Contents
 
NOTE 3
- GOING CONCERN
 
The Company’s financial statements are prepared
in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets
and liquidation of liabilities in the normal course of business.
 
The Company demonstrates adverse conditions that
raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial
statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other
adverse key financial ratios.
 
The Company has not had sufficient revenues to cover
its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that
management's plan will be successful.
 
The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be
necessary in the event that the Company cannot continue as a going concern.
 
NOTE 4
- INCOME TAXES
 
The Company conducts its major businesses in Japan
and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to
examination by the local tax authority.
 
Japan
 
The Company conducts its major businesses in Japan
and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to
examination by the local tax authority.
 
The Company is subject to a number of income taxes, which, in aggregate,
represent a statutory tax rate approximately as follows:
 


 
 
Company’s
    assessable profit

For
    the year ended March 31,
 
Up
    to JPY 4 million
 
Up
    to JPY 8 million
 
Over
    JPY 8 million

2023
 
21.37%
 
23.17%
 
33.58%

2024
 
21.37%
 
23.17%
 
33.58%

 
United States
 
AIS Holdings Group, Inc., which acts as a holding
company on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed.
For the year ended March 31, 2024 and 2023, respectively, AIS Holdings Group, Inc., as a holding company registered in the state of Delaware,
has incurred net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully
reserved.
 
The Company has not recognized an income tax benefit
for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax
benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating
losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax
assets will be recognized when management considers realization of such amounts to be more likely than not. Due to the change in ownership
provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years
 


 
 
March
    31,
 

 
 
2024
 
2023
 

Deferred
    tax asset, generated from net operating loss at statutory rates
 
$
24,558
 
$
16,132
 

Valuation
    allowance
 
 
 (24,558)
 
 
 (16,132)
 

 
 
$
- 
 
$
- 
 

 
The reconciliation of the effective income tax rate to the federal statutory
rate is as follows:
 


Federal
    income tax rate
 
21.0
%

Increase
    in valuation allowance
 
(21.0
%)

Effective
    income tax rate
 
0.0
%

   
NOTE 5
- SHAREHOLDER EQUITY
 
Preferred Stock
 
The authorized preferred stock of the Company consists
of 20,000,000 shares with a par value of $0.0001. The Company had no shares of preferred stock issued and outstanding at March 31, 2024
and 2023.
 
Common Stock
 
The authorized common stock of the Company consists
of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of common stock issued and outstanding at March 31, 2024
and 2023.
 
The Company did not have any potentially dilutive
instruments as of March 31, 2024 and 2023 and, thus, anti-dilution issues are not applicable.
 
Additional paid-in capital
 
For the year ended March 31, 2024 and 2023, the Company
had imputed interest of $10,853 and $5,300, respectively.
 
NOTE 6
- RELATED-PARTY TRANSACTIONS
 
Additional paid-in capital
 
For the year ended March 31, 2024 and 2023, the Company
had imputed interest of $10,853 and $5,300.
 
Due to related party
 
For the year ended March 31, 2024 and 2023, the Company
borrowed $35,564 and $9,931, respectively, from Takehiro Abe, CEO of the Company. For the year ended March 31, 2024 and 2023, the Company
repaid $0 and $0, respectively, to Takehiro Abe. The total due as of March 31, 2024 and 2023 were $102,209 and $75,576, respectively,
and were unsecured, due on demand and non-interest bearing.
 
For the year ended March 31, 2024 and 2023, the Company
had imputed interest of $10,853 and $5,300.
 
The Company utilizes home office space and equipment
of our management at no cost. Management estimates such amounts to be immaterial.
 
NOTE 7- CONCENTRATION
 
Financial instruments, which potentially subject
the Company to concentrations of credit risk, consist primarily of accounts receivable and revenue.
 
Concentration of Revenues
 
Gross revenues from customers accounting for 10%
or more of total revenues are as follows:
 
For the year ended March 31, 2024, 100% of the revenue
was generated from one customer whose name was Trend Rich Global Limited in the amount of $20,000.
 
For the year ended March 31, 2023, 57.1% of the revenue
was generated from one customer whose name was Trend Rich Global Limited in the amount of $30,400.
 
For the year ended March 31, 2023, 42.9% of the revenue
was generated from one customer whose name was Trade Link Japan in the amount of $22,883.
 
NOTE 8 - CONTINGENCIES
 
For the year ended March 31, 2024 and 2023, the Company
was not involved in any legal proceedings. As of March 31, 2024 and 2023, the Company had no pending legal cases.
 
NOTE 9 - SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events through July
5, 2024, the date on which the consolidated financial statements were available to be issued. 
  
- F9 -

Table of Contents
 
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
 
None.
 
Item 9A. Controls and Procedures.
 
Disclosure Controls and Procedures
 
The Company has adopted and maintains disclosure
controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed
under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods
specified in the rules of the SEC.  The Company’s disclosure controls and procedures are also designed to ensure that such
information is accumulated and communicated to management to allow timely decisions regarding required disclosure.  As required
under Exchange Act Rule 13a-15, the Company’s management, our Chief Executive Officer, who also serves as our Principal Financial
Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the
disclosure controls and procedures are ineffective. 
 
Our Chief Executive Officer, Takehiro Abe, has reviewed
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the
end of the period covered by the report March 31, 2024 and has concluded that (i) the Company’s disclosure controls and procedures
are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within
the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been
designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  
 
Management’s Report on Internal Control over Financial Reporting
 
The Company’s management is responsible for
establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).  The
Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management
and board of directors regarding the preparation and fair presentation of published financial statements.  Management conducted
an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework.  Based on the
assessment, management concluded that, as of March 31, 2024, the Company’s internal control over financial reporting is ineffective
based on those criteria.
 
The Company’s management, including its Chief
Executive Officer who also serves as our Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures
and its internal control processes will prevent all error and all fraud.  A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of
a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of error or fraud, if any, within the Company have been detected.  These inherent limitations
include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake.
 Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions.  Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error
or fraud may occur and may not be detected.  However, these inherent limitations are known features of the financial reporting process.
 Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
 
The matters involving internal controls and procedures
that our Chief Executive Officer considered to be material weaknesses under the standards of the Committee of Sponsoring Organizations
of Treadway Commission were: domination of management by a single individual without adequate compensating controls, lack of a majority
of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal
controls and procedures, inadequate segregation of duties consistent with control objectives, lack of well-established procedures to
identify, approve and report related party transactions and lack of an audit committee.
 
The Company believes that the material weaknesses
are due to the Company’s limited resources.
 
Our Chief Executive Officer believes that the material
weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee
and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls
and procedures, which could result in a material misstatement in our financial statements in future periods.
 
Our Chief Executive Officer recognizes that its controls
and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively
seeking to remediate this issue. 
 
Management’s Remediation Initiatives
 
In an effort to remediate the identified material
weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of
measures:
 
We will create a position to segregate duties consistent
with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when
funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit
committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available
to us.
 
Management believes that the appointment of one or
more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee
and a lack of a majority of outside directors on our Board.
 
We will work as quickly as possible to implement
these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.
 
Changes in Internal Control
 
There have been no changes in internal controls over
the financial reporting that occurred during the fiscal fourth quarter, that have materially affected, or are reasonably likely to materially
affect our internal controls over financial reporting.
 
This annual report does not include an attestation
report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s
report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC
that permit the Company to provide only management’s report in this annual report.
 
Item 9B. Other Information.
 
None.
 
- 6 -

Table of Contents
 
PART III
 
Item 10. Directors, Executive Officers and Corporate
Governance.
 
Biographical information regarding the Officers and
Directors of the Company, who will continue to serve as Officers and Directors of the Company and AIS Japan Co., Ltd. (our wholly owned
subsidiary) are provided below:
 
AIS Holdings Group, Inc.  
 


NAME
AGE
POSITION

Takehiro
    Abe
41
Chief
    Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director

 
AIS JAPAN Co., Ltd.
 


NAME
AGE
POSITION

Takehiro
    Abe
41
President,
    Chief Executive Officer and Director

 
Takehiro Abe
 
Mr. Takehiro Abe obtained his Masters of Engineering
Degree from Nagoya University in 2007, specializing in micro-nano systems. In 2007 he took a job as a system engineer at Hitachi,
Ltd. In 2009 he left Hitachi and started his own independent practice as an insurance agent selling insurance policies until 2015. In
2015, he incorporated LDSQUARE Co., Ltd. in Japan. Currently, as the president of LDSQUARE Co., Ltd., Mr. Abe provides institutional
financial advisory services.
 
On April 1, 2016 he was appointed as the Chief Operating
Officer and Director of White Fox Ventures, Inc., a Nevada Corporation. On August 12, 2016, he was appointed as Chief Financial Officer
of White Fox Ventures, Inc. On June 20, 2017, he resigned as the Chief Operating Officer, Chief Financial Officer and Director of White
Fox Ventures, Inc. The resignation was not the result of any material disagreements with the Company.
 
Corporate Governance
 
The Company promotes accountability for adherence
to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents
that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by
the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted
a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not
required to do so.
 
In lieu of an Audit Committee, the Company’s
Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the
scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s
independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review
the Company's internal accounting controls, practices and policies.
 
Committees of the Board
 
Our Company currently does not have nominating, compensation,
or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit
committee charter. Our sole Director believes that it is not necessary to have such committees, at this time, because the Director(s)
can adequately perform the functions of such committees.
 
Audit Committee Financial Expert
 
Our Board of Directors has determined that we do
not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation
S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule
14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
 
We believe that our Director(s) are capable of analyzing
and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of
our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors
can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would
qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances
given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
 
Involvement in Certain Legal Proceedings
 
Our sole officer and director has not been involved
in or a party in any of the following events or actions during the past ten years:
 


1.
any
    bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
    time of the bankruptcy or within two years prior to that time;

2.
any
    conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
    offenses);

3.
being
    subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
    or banking activities; or

4.
being
    found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
    violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

5.
Such
    person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State
    securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended,
    or vacated;

6.
Such
    person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
    any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not
    been subsequently reversed, suspended or vacated;

7.
Such
    person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not
    subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities
    law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited
    to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist
    order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with
    any business entity; or

8.
Such
    person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
    organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section
    1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that
    has disciplinary authority over its members or persons associated with a member.

 
Independence of Directors
 
We are not required to have independent members of
our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
 
Code of Ethics
 
We have not adopted a formal Code of Ethics. The
Board of Director(s) evaluated the business of the Company and the number of employees and determined that since the business is operated
by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are
adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt
a formal Code of Ethics.
 
Shareholder Proposals
 
Our Company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for Directors. The Board of Director(s) believes that, given the
stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop
to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board
of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Director(s) will assess
all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
 
A shareholder who wishes to communicate with our
Board of Director(s) may do so by directing a written request addressed to our sole officer and director Takehiro Abe, at the address
appearing on the first page of this Information Statement.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Exchange Act requires the Company’s
executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity
securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock.
 Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms
that they file with the SEC.
 
Based solely on a review of the copies of such forms
that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those
persons, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s
fiscal year ended March 31, 2024.
 
Procedure for Nominating Directors
 
In 2023, we have not made any material changes to
the procedures by which security holders may recommend nominees to our Board of Directors.
 
Family Relationships
 
There are no family relationships among our directors,
executive officers or persons nominated to become executive officers or directors.
 
Involvement in Certain Legal Proceedings
 
During the past ten (10) years, none of our directors,
persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings
listen in Item 401 (f) of Regulation S-K.
 
Arrangements
 
There are no arrangements or understandings between
an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer
or director.
 
- 7 -

Table of Contents
 
Item 11. Executive Compensation.
 
The table below summarizes all compensation awarded to, earned by, or
paid to our named executive officer(s) and director(s) for the year ended March 31, 2021 and for the year ended March 31, 2024.
 


SUMMARY
    COMPENSATION TABLE

Name and
principal position
Year
    Ended March 31,
Salary
($)
Bonus
($)
 
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)

Takehiro Abe,
Sole Officer and Director
2023
2024
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

 
Option/SAR Grants in Last Fiscal Year
 
None.
 
Outstanding Equity Awards at Fiscal Year-End
 
None.
 
Compensation of Directors
 
The Company’s sole officer and director received
no compensation for services as director during the last two fiscal years.
 
Equity Compensation Plan Information
 
Not applicable.
 
Employment Agreements of our Sole Officer and
Director
 
None.
 
Compensation Discussion and Analysis
 
Director Compensation
 
The Board of Directors reserves the right in the
future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards,
if granted shall be in the sole determination of the Board of Directors.
 
Executive Compensation Philosophy
 
Our Board of Directors determines the compensation
given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future
executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive
bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also
include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our
long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date,
the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants
would be in the best interests of the Company.
 
Incentive Bonus
 
The Board of Directors may grant incentive bonuses
to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are
in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we
are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
 
Long-term, Stock Based Compensation
 
In order to attract, retain and motivate executive
talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with
long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any
immediate plans to award.
 
- 8 -

Table of Contents
  
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
 
As of the date of this report the Company has 20,000,000
shares of common stock and no shares of preferred stock issued and outstanding, which number of issued and outstanding shares of common
stock and preferred stock have been used throughout this report.
 
*The table below is as of March 31, 2024.
 


Name
    and Address of Beneficial Owner
Shares
    of Common Stock Beneficially Owned
Common
    Stock Voting Percentage Beneficially Owned
Voting
    Shares of Preferred Stock
Preferred
    Stock Voting Percentage Beneficially Owned
Total
    Voting Percentage Beneficially Owned

Executive
    Officers and Directors
 
 
 
 
 

Takehiro
    Abe, Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer
18,200,000
91.00%
N/A
N/A
91.00%

5%
    Shareholders
 
 
 
 
 

N/A
-
-
-
-
-

  
Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of
the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed
to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power
at any particular date.
 
Item 13. Certain Relationships and Related Transactions.
 
Additional paid-in capital
 
For the year ended March 31, 2024 and 2023, the Company
had imputed interest of $10,853 and $5,300.
 
Due to related party
 
For the year ended March 31, 2024 and 2023, the Company
borrowed $35,564 and $9,931, respectively, from Takehiro Abe, CEO of the Company. For the year ended March 31, 2024 and 2023, the Company
repaid $0 and $0, respectively, to Takehiro Abe. The total due as of March 31, 2024 and 2023 were $102,209 and $75,576, respectively,
and were unsecured, due on demand and non-interest bearing.
 
For the year ended March 31, 2023 and 2022, the Company
had imputed interest of $10,853 and $5,300.
 
The Company utilizes home office space and equipment
of our management at no cost. Management estimates such amounts to be immaterial.
 
Review, Approval and Ratification of Related Party
Transactions
 
Given our small size and limited financial resources,
we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described
above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures
in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to
the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors
will continue to approve any related party transaction.
 
Item 14. Principal Accounting Fees and Services.
 
Below is the aggregate amount of fees billed for
professional services rendered by our principal accountants with respect to our last two fiscal years.
 


 
 
 
2024
2023

 
Audit
    fees
M&K
    CPAS, PLLC
$28,500
$26,650

 
Audit-related
    fees
 
 -
 -

 
Tax
    fees
 
 -
 -

 
All
    other fees
 
 -
 -

 
 
 
 
 

 
Total
 
$28,500
$26,650

 
Board of Directors Pre-Approval Process, Policies
and Procedures
 
Our principal auditors have performed their audit
procedures in accordance with pre-approved policies and procedures established by our sole director. Our principal auditors have informed
our sole director of the scope and nature of each service provided. With respect to the provisions of services other than audit, review,
or attest services, our principal accountants brought such services to the attention of our sole director prior to commencing such services.
 
- 9 -

Table of Contents
 
PART IV
 
Item 15. Exhibits, Financial Statement Schedules.
 
(a) Financial Statements
 
Financial statements for our Company are listed under Item 8 of this document.
 
(b) Exhibits required by Item 601 of Regulation S-K.
 


Exhibit
    No.
Description

3.1
Certificate
    of Incorporation (1)

 
 

3.11
Amendment
    to Certificate of Incorporation (2)

 
 

3.2
By-laws
    (1)

 
 

31
Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K (3)

 
 

32
Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
 

 
 
 

101.INS
XBRL
    Instance Document (4)
 

 
 
 

101.SCH
XBRL
    Taxonomy Extension Schema (4)
 

 
 
 

101.CAL
XBRL
    Taxonomy Extension Calculation Linkbase (4)
 

 
 
 

101.DEF
XBRL
    Taxonomy Extension Definition Linkbase (4)
 

 
 
 

101.LAB
XBRL
    Taxonomy Extension Label Linkbase (4)
 

 
 
 

101.PRE
XBRL
    Taxonomy Extension Presentation Linkbase (4)
 

 


(1)
Filed
    as an exhibit to the Company's Form 10 Registration Statement on Form 10-12G, as filed with the SEC on April 17, 2017, and incorporated
    herein by this reference.

(2)
Filed
    as an exhibit to the Company’s Form 8-K filed with the SEC on September 14, 2017, and incorporated herein by this reference.

(3)
Filed
    herewith.

(4)
Users
    of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part
    of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange
    Act of 1934 and otherwise are not subject to liability.

 
Signatures
 
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
 
AIS Holdings Group, Inc.
(Registrant)
 
By: /s/ Takehiro Abe
Takehiro Abe, Chief Executive Officer, Chief Financial
Officer
Dated: July 5, 2024
 
In accordance with the Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By: /s/ Takehiro Abe
Takehiro Abe, Chief Executive Officer, Chief Financial
Officer
Dated: July 5, 2024
- 10 -

 


